Harworth Group — Announcement Update on Day 28 Acceptance Level

BidCo controls just over 30% of Harworth; offer remains far from mandatory threshold.

What the company is saying

Peel Pepper (UK) Limited (BidCo), wholly owned by Peel Holdings Group Limited, is updating shareholders on the progress of its increased cash offer for Harworth Group plc at 177.5 pence per share. The announcement stresses that the offer is now mandatory under Rule 9.1(a) of the Takeover Code, following BidCo and its concert parties acquiring 30.00% of Harworth’s voting share capital as of 17 September 2026. The company highlights that, as of 23 September 2026, BidCo and persons acting in concert hold or have received valid acceptances for 98,283,957 shares, representing 30.06% of Harworth’s issued share capital. The tone is procedural and regulatory, emphasizing the need for further acceptances to reach the 50% threshold required for the offer to become unconditional. The update details the interests of key individuals, including John Whittaker (President of the Peel Group) and other directors, and provides step-by-step instructions for shareholders on how to accept the offer. The company also notes that Rothschild & Co Global Markets Solutions Limited is actively seeking to purchase shares at or below the offer price.

What the data suggests

BidCo and its concert parties currently control 98,155,550 shares, or 30.02% of Harworth’s issued share capital. Valid acceptances from independent shareholders total 2,196,466 shares, or 0.67% of the issued share capital, with 1,280 individual shareholders having accepted as of 23 September 2026. When combined with concert party holdings and deemed acceptances, BidCo’s total stands at 98,283,957 shares, or 30.06%. The acceptance condition for the offer to become unconditional is more than 50% of voting rights, meaning BidCo needs to secure at least an additional 19.94% of shares. The update provides a granular breakdown of shareholdings among BidCo, Goodweather (95,881,350 shares), and other related entities, but does not disclose any financial performance data for Harworth itself. The figures indicate that, despite the mandatory nature of the offer, the outcome remains uncertain and significant shareholder engagement is still required.

Analysis

The announcement is a formal update on the progress of a mandatory cash offer for Harworth Group plc, providing detailed, factual statistics on shareholdings, acceptances, and the procedural requirements for the offer to become unconditional. The language is strictly procedural and regulatory, with no promotional or exaggerated claims about future benefits or synergies. The only forward-looking statements relate to the publication of the revised offer document and the procedural urging of shareholders to accept by a specified deadline, both of which are standard in takeover processes. There is no narrative inflation or overstatement of progress; all key claims are supported by precise numerical data. The capital intensity flag is set to true because the transaction involves a large cash outlay for the acquisition, but this is inherent to the nature of a takeover and is not paired with any speculative claims about future returns. Overall, the gap between narrative and evidence is negligible.

Risk flags

• ●BidCo currently controls only 30.06% of Harworth’s issued share capital, well short of the 50% threshold required for the offer to become unconditional. If additional acceptances are not secured by 25 October 2026, the transaction may fail or be delayed, exposing shareholders to deal uncertainty.
• ●The announcement provides no information on Harworth’s underlying financial performance, asset values, or operational outlook, leaving investors unable to assess whether the offer price represents fair value or a premium relative to fundamentals.
• ●The interests of BidCo and its concert parties are highly concentrated, with Goodweather alone holding 95,881,350 shares. This concentration could influence the outcome, but also raises questions about minority shareholder leverage and the potential for future governance disputes if the offer does not reach full acceptance.
• ●There is no disclosure of any irrevocable commitments or letters of intent from other significant shareholders, increasing the risk that the offer will not achieve the required acceptance level within the timeline.

Bottom line

This update shows BidCo and its concert parties have crossed the 30% threshold, making their increased offer for Harworth Group plc mandatory, but they remain far from the 50% acceptance condition needed for the deal to close. The process is now in a critical phase, with just over a month left for shareholders to respond and a substantial gap to bridge before the offer can become unconditional. The lack of disclosed financial or operational data on Harworth means investors must judge the offer based on shareholding dynamics and the premium offered, rather than fundamentals. The concentration of holdings among BidCo and related parties suggests the outcome could hinge on a relatively small number of independent shareholders. The most important takeaway is that the deal’s success is not assured, and the next few weeks will be decisive for both sides.

Announcement summary

(LSE:HWG) Harworth Group plc is the subject of a cash offer by Peel Pepper (UK) Limited, a company indirectly wholly-owned by Peel Holdings Group Limited. On 6 August 2026, Peel Pepper (UK) Limited ("BidCo") announced a cash offer to acquire the entire issued and to be issued ordinary share capital of Harworth Group plc not already owned by BidCo or other wholly-owned subsidiaries of Peel Holdings at a price of 172.5 pence per Harworth Share. On 16 September 2026, BidCo announced an increased cash offer (the "Revised Offer") at a price of 177.5 pence per Harworth Share. BidCo intends to publish a revised offer document setting out the full terms and conditions of the Revised Offer in due course. On 17 September 2026, BidCo and persons acting in concert had acquired Harworth Shares representing 30.00 per cent. of the voting share capital of Harworth, making the Revised Offer a mandatory offer under Rule 9.1(a) of the Takeover Code. As at 3.00 p.m. (London time) on 23 September 2026 (Day 28 of the Offer), BidCo and persons acting in concert with BidCo held 98,155,550 Harworth Shares, representing approximately 30.02 per cent. of Harworth's entire issued share capital. BidCo had received valid acceptances of the Offer in respect of a total of 2,196,466 Harworth Shares, representing approximately 0.67 per cent. of Harworth's existing issued share capital. BidCo had received, or is deemed to have received, valid acceptances in respect of 97,888,439 Harworth Shares from persons acting in concert with BidCo, representing approximately 29.94 per cent. of Harworth's issued share capital. In total, BidCo owns or has received, or is deemed to have received, valid acceptances in respect of 98,283,957 Harworth Shares, representing approximately 30.06 per cent. of Harworth's issued share capital. As at 3.00 p.m. on 23 September 2026, BidCo had received valid acceptances from approximately 1,280 individual Harworth Shareholders. The Acceptance Condition for the Revised Offer requires valid acceptances in respect of Harworth Shares carrying more than 50 per cent. (50%) of the voting rights then normally exercisable at a general meeting of Harworth Shareholders, and this condition has not yet been satisfied. Shareholders who have not yet accepted the Revised Offer are urged to do so as soon as possible and no later than 1.00 p.m. (London time) on 25 October 2026. Rothschild & Co Global Markets Solutions Limited is acting on behalf of BidCo to purchase shares at or below the Revised Offer price of 177.5 pence per Harworth Share. As at close of business on 23 September 2026, the interests of BidCo Directors and their immediate families and related trusts in Harworth Shares were: John Whittaker and close relatives (281,320), Steven Underwood (38,385), Robert Hough (50,000), and Stephen Wild (3,554). Further interests of BidCo and persons acting in concert include: BidCo (206,141), Goodweather (95,881,350), The Trustees of The Tokenhouse Pension Scheme (509,000), Cheeseden Investments Limited (703,000), Bexton Croft 1 Limited (82,000), Carr Laund 2 Limited (65,350), Castlewood Holdings 1 Limited (44,700), DPP Limited (285,000), and Mug Shot 1 Limited (5,750). No other interests, short positions, irrevocable commitments, or dealing arrangements in Harworth Shares were held by BidCo, its directors, or persons acting in concert as at close of business on 23 September 2026.

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